UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~March 3016, 2026

NEWTON GOLF COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41701

82-4938288

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

551 Calle San Pablo

Camarillo, CA 93012

(Address of principal executive offices, including ZIP code)

855-774-7888

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		NWTG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Director~~On ~~Appointment~~March 16, 2026, Newton Golf Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to issue, and the purchasers agreed to purchase, at one or more closings, on the terms and conditions contained in the Purchase Agreement, unsecured promissory notes in the aggregate funded amount of up to $2,000,000 (the “Convertible Notes”) and common stock warrants (the “Warrants” and collectively with the Convertible Notes, the “Securities”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $1.75 per share, subject to adjustments from time to time (the “Exercise Price”). The first closing occurred on March 16, 2026 (the “First Closing”) at which the Company issued, and the purchasers purchased, a Convertible Note with a principal amount of $500,000 and a Warrant to purchase 50,000 Shares of Common Stock (the “Warrant Shares”). Such purchasers of the Securities are entities affiliated with, and controlled by Brett Hoge, one of the Company’s directors. At the First Closing, the Company received cash proceeds of $500,000.

OnThe ~~January~~Convertible ~~30,~~Notes ~~2026,~~mature 18 months from the ~~Board~~date of ~~Directors~~issuance (the “~~Board~~Maturity Date”) and accrue interest at an annual rate of ~~Newton~~10% ~~Golf~~per ~~Company,~~annum ~~Inc~~with such interest paid in kind. The Convertible Notes are convertible into shares of Common Stock (the “~~Company~~Conversion Shares”), ~~upon~~at the ~~recommendation~~ option of the ~~Nominating~~purchasers. The outstanding principal balance and ~~Corporate~~unpaid ~~Governance~~accrued ~~Committee~~interest of the ~~Board~~Convertible Notes on or during the 60 days prior to the Maturity Date, ~~approved~~effective anon ~~increase~~the inMaturity Date, convert into Conversion Shares at the ~~size~~conversion price of ~~the~~$1.60 ~~Board~~per share of Common Stock, subject to adjustments from time to time (the “Conversion Price”), ~~four~~with the number of Conversion Shares to ~~five~~be ~~members~~determined by dividing the outstanding principal balance and ~~appointed~~unpaid ~~John~~accrued ~~Bode~~interest asthat is abeing ~~director~~converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable). In the event the Company’s Common Stock closes at or above $3.00 per share for 10 consecutive trading days on or before the Maturity Date, ~~effective~~the Company ~~January~~may, 30in its sole discretion, ~~2026.~~elect Mrto convert in whole upon 10 calendar days’ written notice to the holders, the Convertible Notes into Conversion Shares at the Conversion Price. ~~Bode~~Upon ~~will~~the ~~serve~~occurrence asof a ~~director~~change ~~until~~of control prior to the ~~2026~~conversion ~~annual~~or ~~meeting~~repayment of ~~stockholders~~the Convertible Notes, the holders shall have the option, exercisable by written notice to the Company prior to the closing of such change of control, to have the outstanding principal and ~~until~~unpaid ~~his~~accrued ~~successor~~interest isrepaid ~~elected~~in full following such closing or convert the outstanding principal balance and ~~qualified~~unpaid accrued interest into Common Stock at the Conversion Price. The Convertible Notes are repayable by the Company at any time, in whole or ~~until~~in ~~his~~part, ~~earlier~~at ~~death~~any time prior to the Maturity Date, ~~resignation~~without penalty. Upon an event of default, all principal and unpaid accrued interest shall become due and payable and shall bear interest during the occurrence of such event of default at a rate of 20.0% per annum. Events of default include, among others, failure to pay any principal or ~~removal~~interest amounts under the Convertible Notes, failure to perform material covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.

~~The~~Under ~~Board determined that Mr. Bode qualifies as an independent director pursuant to~~ the ~~Listing~~terms ~~Rules~~ of ~~The Nasdaq Stock Market LLC and~~ the ~~rules~~Purchase ofAgreement, the ~~U.S.~~Company ~~Securities~~agreed ~~and~~to ~~Exchange~~sell ~~Commission~~at ~~(the~~each ~~“SEC”).~~closing, ~~The~~in ~~Board~~addition ~~also~~to ~~has~~a ~~appointed~~Convertible ~~Mr.~~Note, ~~Bode~~one accompanying Warrant to ~~serve~~purchase on the ~~Audit~~ ~~Committee~~number of ~~the~~Warrant ~~Board.~~Shares ~~Mr.~~calculated ~~Bode~~by ~~will~~dividing ~~receive~~the ~~compensation~~principal ~~for~~amount ~~his~~of ~~service in accordance with~~ the ~~Company~~holder’s ~~non-employee~~ ~~director~~Convertible ~~compensation~~Note ~~program,~~by ~~effective~~10. asThe ofWarrants ~~January~~expire 1,five ~~2026,~~years ~~which~~from ~~provides~~the ~~for~~date anof ~~annual~~issuance. ~~cash~~The ~~retainer~~holder of ~~$30,000, payable on~~ a ~~pro-rata basis~~Warrant may, ~~quarterly~~ in ~~arrears,~~its ~~and~~sole andiscretion, exercise ~~annual~~the ~~grant~~Warrant ofin ~~restricted~~whole ~~stock~~or ~~units~~in ~~(“RSUs”)~~part ~~under~~and, ~~the~~in ~~Company’s~~lieu ~~Amended~~of ~~and Restated~~the ~~2022~~payment ~~Equity~~of ~~Incentive Plan (~~the ~~“2022~~Exercise ~~Plan”)~~Price ~~with~~multiplied aby ~~grant~~the ~~date~~number ~~fair~~of ~~value~~shares of ~~$37,500. Annual director RSUs will~~Common beStock ~~granted~~for atwhich ~~each~~the ~~annual~~Warrant ~~stockholders’~~is ~~meeting~~exercisable (and ~~vest~~in onlieu ~~the 12-month anniversary~~ of ~~the~~being ~~grant~~entitled ~~date.~~to Onreceive ~~January~~shares ~~30,~~of ~~2026,~~Common ~~Mr. Bode~~Stock) ~~also~~in ~~received~~the anmanner ~~initial~~required ~~RSU~~by Section ~~award~~2.2 ~~under~~of the ~~Plan~~form ~~with a grant date fair value~~ of ~~$30,000,~~Warrant ~~which~~attached ~~also~~to ~~shall~~this ~~vest~~Current onReport ~~the~~as ~~12-month anniversary~~Exhibit ~~of the grant date~~4.1.

~~There~~Under ~~are~~the noterms ~~arrangements~~of the Purchase Agreement, the Company agreed to give each purchaser written notice of its intention to file one or ~~understandings~~more ~~between~~registration statements Mrcovering the resale of any shares of Common Stock held by its stockholders. ~~Bode~~The Company also agreed to include all Conversion Shares and ~~any~~Warrant ~~other~~Shares ~~persons~~in ~~pursuant~~the proposed piggy-back registration statement with respect to which ~~Mr.~~the ~~Bode~~Company ~~was~~has ~~selected~~received asfrom a ~~director of~~purchaser a written request for inclusion within five calendar days after the date the Company’s notice is sent to the purchaser. ~~There~~The Company ~~are~~shall nouse ~~relationships~~its orcommercially ~~related~~reasonable ~~transactions~~efforts ~~between~~to ~~Mr.~~cause ~~Bode~~such orpiggyback ~~any~~registration ~~member~~statement to be declared effective by the Securities and Exchange Commission, so as to permit the public resale by such purchaser of ~~his~~the ~~immediate~~Conversion ~~family~~Shares and/or Warrant Shares pursuant thereto, at the Company ~~that~~’s ~~would~~sole becost ~~required~~and toexpense beand ~~reported~~at ~~under~~no ~~Item~~cost ~~404(a)~~or ofexpense ~~Regulation~~to ~~S-K~~such purchaser.

~~Chief~~The sale of Securities was structured in a manner to comply with Nasdaq Listing Rule 5635(c) regarding the issuance of securities to directors without ~~Operating~~requiring ~~Officer~~stockholder ~~Appointment~~approval.

OnThe ~~January 30~~Warrants, ~~2026,~~ the Convertible ~~Board~~Notes ~~approved~~and the ~~appointment~~Purchase ofAgreement ~~Jeff~~include other ~~Clayborne~~customary asterms ~~Chief~~and ~~Financial~~conditions. ~~Officer~~The above description of the Warrants, the Convertible Notes and the ~~Chief~~Purchase ~~Operating~~Agreement ~~Officer~~are qualified in their entirety by the text of the form of ~~Company~~Warrant, ~~effective~~the asform of ~~January~~Convertible 30Note and the form of Purchase Agreement, ~~2026.~~copies of Aswhich ~~previously~~are ~~disclosed~~attached as Exhibits 4.1, ~~effective~~4.2 ~~June~~and 10.1, ~~2025~~respectively, ~~Mr.~~to ~~Clayborne~~this ~~was~~Current ~~appointed~~Report ~~Chief~~on ~~Financial Officer~~Form of8-K ~~the~~and ~~Company~~incorporated herein by reference.

~~Prior~~Item ~~to joining the Company, Mr~~2.03 ~~Clayborne~~Creation ~~served as Chief Financial Officer~~ of ~~Perfect Moment,~~ a ~~premium~~Direct performance apparel brand, since October 2023. Since July 2023, Mr. Clayborne also has served as a financial advisor at Healthy Extracts Inc. From March 2022 to March 2023, Mr. Clayborne served as the Chief Financial ~~Officer~~Obligation ofor ~~SONDORS, Inc.,~~ an ~~electric~~Obligation ~~mobility~~under ~~company,~~an ~~and~~Off-Balance ~~from~~Sheet ~~March~~Arrangement ~~2023 to June 2023, he served as a financial advisor at SONDORS, Inc. From July 2016 to January 2022, Mr. Clayborne served as Chief Financial Officer and Treasurer~~ of ~~Verb Technology Company, Inc.,~~ a ~~sales enablement SaaS platform~~Registrant.

~~There~~The ~~are~~information noset ~~arrangements~~forth orabove ~~understandings~~under ~~between~~Item Mr1.01 ~~Clayborne~~of ~~and~~this ~~any~~Current ~~other~~Report ~~persons~~on ~~pursuant~~Form to8-K ~~which~~with herespect ~~was~~to ~~appointed~~the asissuance ~~Chief Financial Officer and Chief Operating Officer. There are no family relationships between Mr. Clayborne and any~~ of the ~~Company’s~~Convertible ~~directors~~Notes oris ~~executive~~hereby ~~officers.~~incorporated ~~Mr.~~by ~~Clayborne~~reference ~~does~~into ~~not~~this ~~have any direct or indirect material interest in any transaction required to be disclosed pursuant to~~ Item ~~404(a) of Regulation S-K~~2.03.

NoItem ~~changes~~3.02 ~~have~~Unregistered ~~been~~Sales ~~made to the existing compensation arrangement~~ of ~~Mr.~~Equity ~~Clayborne in connection with this appointment~~Securities.

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the purchasers in the Purchase Agreement, the issuance and sale of Convertible Notes and the Warrants was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.

The offer and sale of the Securities, the issuance of the Conversion Shares and the issuance of the Warrant Shares have not been registered under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrant
4.2		Form of Convertible Note
10.1		Form of Purchase Agreement
104		Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 5, 2026	NEWTON GOLF COMPANY, INC.
Date: March 18, 2026	NEWTON GOLF COMPANY, INC.
	By:	/s/ Greg Campbell
		Greg Campbell
		Executive Chairman and Chief Executive Officer

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